tiktok³ÉÈË°æ

The Stock Repurchase Agreement is a crucial document used when a UAE company decides to buy back its own shares from existing shareholders. This transaction type is governed by UAE Federal Law No. 32 of 2021 and requires careful consideration of local regulatory requirements, particularly those imposed by the Securities and Commodities Authority for listed companies. The document is essential for companies managing their capital structure, implementing employee exit arrangements, or conducting strategic share consolidations. It includes detailed provisions for the transfer process, payment mechanisms, regulatory compliance, and necessary corporate approvals, while addressing specific UAE requirements for share transfers and corporate governance. The agreement must be structured to ensure compliance with local ownership restrictions and the recently implemented corporate tax considerations.

1. Parties: Identification of the Company and the Selling Shareholder(s)

2. Background: Context of the agreement, including company details and reason for share repurchase

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total consideration

5. Conditions Precedent: Prerequisites that must be satisfied before completion, including regulatory approvals

6. Completion: Process, timing, and mechanics of the share transfer and payment

7. Seller's Warranties: Representations regarding share ownership, authority to sell, and absence of encumbrances

8. Company's Warranties: Representations regarding corporate authority, financial condition, and compliance

9. Confidentiality: Obligations regarding non-disclosure of transaction details and company information

10. Regulatory Compliance: Compliance with UAE laws, including Commercial Companies Law and SCA regulations

11. Notices: Process and requirements for formal communications between parties

12. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction of UAE courts

13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments